UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 6, 2024
Ladder Capital Corp
(Exact name of registrant as specified in its charter)
| Delaware | 001-36299 | 80-0925494 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 320 Park Avenue, 15th Floor | | |
| New York, New York | | 10022 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: 212- 715-3170
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | | Trading Symbol(s) | | Name of Each
Exchange on Which Registered |
| Class A common stock, $0.001 par value | | LADR | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 6, 2024, Ladder Capital Corp (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon were (1) the re-election of Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors, each with a term expiring at the 2027 Annual Meeting and until such person’s successor is duly elected and qualified, (2) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, (3) the approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers (“Say on Pay”) as described in the Company’s 2024 proxy statement and (4) the approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes.
Based on the votes by holders of the Company’s Class A common stock, the final results for each proposal presented to stockholders at the Annual Meeting are set forth below:
1. The re-election of Douglas Durst and Jeffrey Steiner to the Board of Directors as Class I Directors:
| DIRECTOR NOMINEE | | VOTES FOR | | VOTES WITHHELD | | BROKER NON-VOTES | |
| Douglas Durst | | 35,307,856 | | 45,289,961 | | 23,315,664 | |
| Jeffrey Steiner | | 55,425,721 | | 25,172,096 | | 23,315,664 | |
2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024:
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | |
| 103,528,614 | | | 199,394 | | | 185,473 | |
3. The approval of a non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as described in the Company’s 2024 proxy statement:
| VOTES FOR | | VOTES AGAINST | | ABSTENTIONS | | BROKER NON-VOTES | |
| 31,169,634 | | | 48,876,226 | | 551,957 | | 23,315,664 | |
4. The approval of a non-binding, advisory resolution on the frequency of future Say on Pay stockholder votes:
| EVERY 1 YEAR | | EVERY 2 YEARS | | EVERY 3 YEARS | | ABSTENTIONS | | BROKER NON-VOTES | |
| 64,535,130 | | 320,384 | | 15,320,277 | | 422,026 | | 23,315,664 | |
No other matters were considered and voted on by the Company’s stockholders at the Annual Meeting.
The Company has decided, going forward, to include a stockholder vote on Say on Pay every three years, consistent with the Board of Director’s recommendation to stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 7, 2024 | LADDER CAPITAL CORP |
| | | |
| | By: | /s/ Kelly Porcella |
| | Name: | Kelly Porcella |
| | Title: | Chief Administrative Officer & General Counsel |
